UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported)
December 2, 2009
WATSON PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
(State or Other Jurisdiction
of Incorporation)
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001-03305
(Commission File Number)
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95-3872914
(IRS Employer
Identification No.) |
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311 Bonnie Circle
Corona, California
(Address of Principal Executive Offices)
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92880
(Zip Code) |
Registrants telephone number, including area code: (951) 493-5300
(Former name or former address, if changed since last report): Not applicable.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Explanatory Note.
On
December 2, 2009, Watson Pharmaceuticals, Inc., a Nevada corporation (Watson) completed its acquisition
(the Acquisition) of all
outstanding equity of Robin Hood Holdings Limited, a Malta private limited liability company
(Robin Hood) and Cobalt Laboratories, Inc.
(Cobalt), a Delaware corporation and wholly-owned
subsidiary of Arrow Pharmaceutical Holdings Ltd. (APH) (together with Robin Hood, the Arrow Group) from certain selling shareholders
(the Sellers) pursuant to the Share Purchase Agreement (as amended) by and among Watson, Watson
Pharma S.à.r.l., a Luxembourg private limited liability company and
wholly-owned subsidiary of Watson, Watson Cobalt Holdings, LLC, a
Delaware limited liability company and wholly-owned subsidiary of
Watson, Robin Hood, APH, a Malta private limited liability
company and wholly-owned subsidiary of Robin Hood, Cobalt, Arrow International
Ltd., a Malta private limited liability company and wholly-owned subsidiary of Robin Hood
(AIL), Arrow Supplies Ltd., a Malta private limited liability company and wholly owned
subsidiary of Robin Hood (ASL), the Sellers and Anthony Selwyn Tabatznik, solely in his
capacity as the Shareholders Representative therein (the Share Purchase Agreement).
On December 2, 2009, Watson filed a Current Report on Form 8-K (the 8-K Report) to report
completion of the Acquisition. This Amendment No. 1 to Current Report
on Form 8-K/A (the Amended Report) is being filed to amend
Item 9.01 of the 8-K Report in order to provide the financial information required by
Item 9.01(a) and (b), which Watson indicated would be provided no later than 71 days from the date of the
8-K Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Required
The audited financial statements of the Arrow Group for the fiscal years ended December 31, 2008
and 2007 is incorporated herein by reference to Exhibit 99.1.
The unaudited condensed consolidated balance sheets as of June 30, 2009 and December 31, 2008
and related condensed consolidated statements of comprehensive income for the six months ended June
30, 2009 and 2008 of the Arrow Group is filed as Exhibit 99.2 to this Amended Report and is incorporated
herein by reference.
(b)Pro Forma Financial Information
The unaudited pro forma condensed combined financial information reflecting the Acquisition
is filed as Exhibit 99.3 to this Report and is incorporated herein by
reference.
(d)Exhibits
The following exhibits are furnished as part of this Report:
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Exhibit |
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Description |
99.1*
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Audited financial statements of the Arrow Group for the fiscal years
ended December 31, 2008 and 2007. |
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99.2
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Unaudited interim financial statements of the Arrow Group for the six months ended June 30, 2009. |
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99.3
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Unaudited pro forma condensed combined financial information, listed
in item 9.01 (b) above. |
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* |
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Previously filed as Exhibit 99.1 to the Form S-3 Report
filed with the Securities and Exchange Commission on August 17, 2009. |
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